Carnival of Rust
by CelosiaGriffon
Summary: Movie-verse. Cybertron is dying, but the war rages on. As Optimus' team makes ready to leave in search of the Allspark, more and more hope fades from his troops as more and more loved ones die in the endless war.


**What am I doing floating back into the Transformers fandom, anyway? *shrugs* Oh well.**

**Needless to say, this takes place more or less the night before Optimus and his team leave for Earth in search of the Allspark. I have shamelessly stolen a bunch of characters from the original that as far as I'm concerned should have been in the movie, most prominently Prowl. I spent two months theorizing over why Prowl wasn't with the team that came to Earth since in the original version it was him, not Jazz, that was Prime's lieutenant. Here's my reasoning, as well as a little random background with some of the other characters.**

**And Wheeljack. Have to have Wheeljack. Transformers isn't complete without the random exploding scientist, as far as I'm concerned.**

**Disclaimer: If I owned Transformers, Armada wouldn't have been butchered when it was brought to America, Beast Wars would have ended at Beast Wars because Beast Machines was just an insult, and Bluesteak being Jazz and Prowl's sparkling would be canon. Oh yeah, and Skids and Mudflap would have been killed in the first ten minutes of RotF by Sideswipe for being an insult to troublemaking twins and he and Sunstreaker would have been the ones running around with Sam. This list could go on for hours... Aaaanyway....**

**On with the show.**

**P.S. The lyrics stuck in the line breaks (because I am too busy to try to wrestle with them otherwise) are the slightly paraphrased lyrics of Carnival of Rust by Poets of the Fall. I'm pretty sure this whole story can be blamed on me listing to that song on endless repeat for two days while working on another Transformers story that will probably be posted later. -_- Damn Beast Wars obsession....**

Optimus Prime looked at what remained of his forces with nothing short of despair. In the area of a single joor, twenty lives had been lost, twenty sparks utterly destroyed by the viciousness of the Decepticons. Even with their leader far away, searching desperately for the Allspark, they were a terrifying force, and the Autobots were far outnumbered.

"Prowl!" he called across the wasted battlefield that had once been Iacon, "Status report!" He paused, waiting for a reply from his second-in-command. He seen the tactician only a few kliks ago, helping a few of the injured get to Ratchet for repairs, so now where was he? "Prowl!" he called again.

Much to his surprise, it was his own bondmate, Elita One, that answered him. _"I suggest you get your status report yourself, my love,"_ she gently advised, carefully opening the mental link they had both closed off at the start of the battle. They could not risk feeling each other's emotions, much less pain, in the heat of battle. With their link open again, he could feel the waves sorrow washing over him from Elita.

Instead, Optimus Prime momentarily forgot that he was the leader of the Autobots, that everyone was looking to him for strength, for guidance, for leadership, and went looking for his bondmate, somehow knowing that he was not going to like what he found. Among the carnage, half-hidden behind the remains of a fallen tower, he found Elita One and Prowl desperately trying to unearth a badly damaged and mangled robot. It took no amount of guessing to figure out who it was. There were only two mechs that Prowl would ignore orders for, so Prime did the only thing he could do. He rushed over to help them, tossing rubble aside until finally, after what felt like mega-cycles of digging, they pulled Jazz, mangled, badly damaged and leaking dangerous amounts of fluid, but alive from the wreckage.

Prowl immediately gathered the injured Jazz up in his arms as gently as he could, but Prime could see that Prowl himself was shaking. Apparently, it was enough to wake Jazz because his visor flickered on and he looked up at Prowl. "Hey, Prowler," he muttered weakly, one hand raising up towards Prowl's face. Halfway up, it lurched and collapsed back to the ground, his body apparently having decided it did not need to waste the energy. He groaned and leaned his head against Prowl's shoulder, "Please tell me I'm imagining things, Prowl. Please tell me that I can't feel him because of the damage, that he's not..."

The tactician's arms tightened around Jazz and he shook his head. "I'm sorry, Jazz," Prowl said. In a rare moment of open affection, he rested his helm against Jazz's and offlined his optics, vocalizer crackling painfully, "Bluestreak is dead."

Elita One's hand clapped over her mouth, optics going wide with alarm. Another blast of sorrow, overlapped with pity for Prowl and Jazz and rage at Decepticons from Elita smashed into equal emotions from Optimus Prime, and Elita One suddenly turned and buried her face against Optimus Prime's chest. Silently, Prime switched on his comm link and radioed Ratchet. "I need some help down here, Ratchet," he said softly, "Jazz is in pretty poor shape."

"My hands are kinda full, Prime. I'll send Skyfits-"

"No," Optimus Prime cut him off, "you or Ironhide, no one else."

Ratchet was silent for several kliks, then cautiously asked, "It's Bluestreak, isn't it?"

"Afraid so," Optimus said.

"Oh Primus," Ratchet said, sorrow lacing his voice, "I'll be right there." He shut off his comm link and called out to Ironhide.

"What?" the weapons specialist grumbled, stomping over with an injured mech slung over his shoulder plates. He dropped the mech next to the one that Ratchet had been working on. Whatever complaints he might have voiced were lost at the sorrowful look on Ratchet's faceplates. "Who's dead?" he asked.

Ratchet motioned for another medic to come over and work on the injured bot he had been leaning over, then stood up and pulled Ironhide in the direction he had seen Optimus Prime and Elita One go in. "They got Bluestreak," Ratchet whispered. "I need you to radio Sideswipe, tell him what happened."

Ironhide gave him a dubious look, "You sure that's a good idea, Ratch? Blue was Sides' best friend. I really don't wanna see what happens when we tell him the kid's been killed."

"Better to tell him now," Ratchet murmured, "than have to explain why we _didn't_ tell him."

Ironhide nodded, a wry smile crossing his face, "Carrier knows best, hm?"

Ratchet scowled at him and walked off to help Jazz. Ironhide shook his head and started making his way back to the Autobot base. "Poor glitches," he murmured, optics roaming over the many dead bots from both factions scattered around him. It really was unfair. Bluestreak had been little more than a child, and a sparkling at that! Most Cybertronians thought of sparklings as little more than a myth, and if the Autobots had known there was one among them... much less that he was Jazz and Prowl's...

_**It's all a game, avoiding failure when true colors will bleed  
**_

Bluestreak was dead. For a long time, it was the only thought that crossed Jazz's processor. Bluestreak, _his_ Bluestreak, the child he'd helped create, whose spark had been made from pieces of his and Prowl's, who he had raised, loved, cared for, was dead. No more laughter, no more babbling, mind-numbingly fast and drawn out conversations that Prowl swore would one day drive him to a complete processor meltdown despite how much he loved Jazz and Blue, no more teasing and joking about Blue having a crush on Sideswipe, no more waking up with Bluestreak in his berth because he'd had a nightmare.

No more sniper, no more miracle shots coming from rooftops to save mechs that certainly would have been killed otherwise, no more gunner to watch the backs of mechs trying to make it safely back to base with Decepticons chasing them. No more easy-going, laughing kid to remind everyone that there was still something in the world worth fighting for, worth laughing about. No more listening to mechs complaining about how Bluestreak never shut up.

Jazz had lost his child.

The Autobots had lost one of their most valued members.

Sometimes he wondered if this war really was all worth it. He had lost more than a few friends to the war in one way or another. Many had become Decepticons. Just as many had been killed in combat or had been innocent civilians caught in the crossfire. He could vividly remember the day the Decepticons had attacked the lab where Ratchet and Wheeljack had once worked, the frantic message from the two scientists and rushing with Ironhide to their aid. Dozens were left dead. Sideswipe, then barely old enough to walk and just learning to talk, had been one of the few lucky survivors. His twin brother, Sunstreaker, and their guardian, a young femme named Raptor Red, had not been so lucky. Now Bluestreak was dead, too.

"Jazz?" the voice addressing him was tentative, almost afraid. No surprise, really. Jazz had all-but screamed at the last two bots who had tried to address him. Too tired to bother, he simply turned his head to the side to face the mech addressing him. Taking this as a good sign, the young mech stepped into the medbay. Jazz couldn't remember his name. Red something. Red, like Raptor Red, like the young femme who'd been killed trying to protect Sideswipe and Sunstreaker from the Decepticons. So many innocents killed... "Optimus Prime thought you might like to know that we've received word from Bumblebee."

"Yes," Jazz said, sitting up a little. "Continue." He sounded like Prowl. Primus, he sounded like Prowl.

The mech nodded slowly. "We received a transmission from Bumblebee early this morning saying that he'd gotten a relay transmission from Sideswipe. They've found the planet the Allspark landed on and he's requesting backup. The message got garbled from there, something about the planet's magnetic field causing interference, but it seems there are already several Decepticons on the planet."

Immediately, Jazz sat up completely.

_"Jazz?"_ Prowl asked through their shard link. It was the first time he had really "spoken" to Jazz since he'd woken up, but he'd been quietly keeping an eye on his lover since he had been forced to leave his side in the medbay to help Optimus prepare Bumblebee's backup team. _"What are you up to?"_ the tone of his thoughts was knowing, calculating, curious and a little afraid. He knew what Jazz was thinking and he didn't like it one bit. Jazz replied but shutting his lover out entirely.

_**All in the name of misbehavior and things we don't need  
**_

More than a few mechs jumped when Prowl let out a frustrated growl and very suddenly slammed his hand on the meeting table. "Prowl?" Elita One asked uncertainly, "Is everything alright?"

"Jazz is being unreasonable," Prowl said simply, optics narrowed in irritation as he mentally began to pound away at the wall Jazz had suddenly erected around his spark. Elita One gave him a pitying look.

Ratchet reached across the table and put a reassuring hand on the tactician's shoulder plating. Long standing friendship alone kept Prowl from snapping at Ratchet for the physical contact. If there was anyone who could remotely come close to understanding what Jazz and Prowl were going through right now, it would be Ratchet. After all, he had been the one who helped them spark Blue in the first place.

A moment later, the doors opened to admit Jazz himself. Prowl opened his mouth to say something, but Jazz completely ignored him and addressed Optimus. "I'm going after the Allspark with you," he said simply. Anyone else, at any other moment, would probably have been on the receiving end of glares from almost everyone in the room. Most of those sitting around the meeting table had known Jazz for a very long time, however, and most could only bring themselves to look anywhere but at the white mech.

Prowl leaped to his feet. "Absolutely not," he said, voice perfectly controlled and calm while inside he wanted to scream at his bondmate that there was no way in the Pit Jazz was going anywhere. Instead, he pulled the first valid excuse he could think of out of a proverbial hat. "Someone has to stay and help Elita One lead." At almost any other time, Elita One would have been outraged by such a comment. She was perfectly capable of leading the Autobots in Prime's absence! But, in this case, she found it wiser to mute her irritation and allow Prowl the chance to try to protect the one thing left in his life that was precious to him.

"Then you stay," Jazz said indifferently, "you were always a better leader anyway, and Prime's gonna need someone good at infiltration."

_'But I need you,'_ Prowl thought desperately, but Jazz had so thoroughly blocked him off than even the all-encompassing despair that had wrapped around Jazz seemed to have vanished. _'I need you here and safe and far away from Megatron.'_ But what hurt the most was that Jazz had a valid point. Prowl would best suited to stay here and try to hold off the remaining Decepticon forces. Most other times, Prowl would have suggested that Jazz accompany Optimus in his place.

Who knew a single death could throw the entirety of the Autobot command so completely off center?

"I think it's a good idea," Ratchet suddenly spoke up. He immediately braced himself for the enraged and horrified look that Prowl promptly turned on him. Jazz turned to stare in shock at the medic, apparently as stunned as Prowl that someone was backing up his crazy scheme. "Jazz is better than any of us at adapting to new environments and scenarios, which is exactly what we'll need on this strange planet."

Prowl was outright glaring at him now. Ratchet turned his optics, instead, to Optimus with a 'there _is_ a method to my madness' look. Optimus was silent for several moments, optics distant as he carried on a wordless conversation with Elita One.

_**I lust for after**_

It was with heavy spark and worried optics that Ratchet returned to the medbay later that night. A few badly injured but healing Autobots were scattered about the room on repair berths, all deep in recharge, and Ratchet silently prayed for their safety, prayed he had taught his young student enough to watch over their team in his absence.

"Well?" a familiar, calm voice asked, making Ratchet jump. He turned his weary optics to source, unsurprised to find that his best friend and student had both chosen to ignore orders and stay up to wait for him.

Wheeljack looked as though he were already halfway into recharge where he sat at his work bench, elbow propped on the bench and face set in the same hand. His bizarre optics, usually lit bright white with perpetual curiosity, were half-dimmed and cloudy and the metal plate the normally covered the lower half of his face was set aside on the work bench, revealing the twisted and damaged mess of metal that had once been his mouth. Next to him, Skyfits sat perched on the desk itself with a datapad balanced on one knee and a cube of energon in hand, large, leathery wings folded over her shoulders like a cloak. She surveyed Ratchet with three clear, calm optics that betrayed very little of the concerned she held for her mentor.

"Prime's asked me to go with the Allspark team," Ratchet announced needlessly. They had been expecting nothing less. "Which means you're going to be taking over as CMO, Sky."

She touched two fingers to her third optic, the one that lay just above and between her two normal ones, and bowed her head. It was a salute she had picked up on the same world her odd alt mode, and thus bizarre appearance, had come from. "I'll do my best to make you proud, Ratchet."

"You've already done that and more," Ratchet murmured, smiling at the young femme. She had been a youngling at the start of the war, barely old enough to be in the Academy, but when the Decepticons had attacked the lab where she was interning with Ratchet and Wheeljack's team she had been one of the first to jump to help. It had earned her a spot among the Autobots despite her diminutive size and decided lack of weaponry as well as the rather dubious position of Ratchet's assistant and eventual lieutenant.

He turned to Wheeljack, an affectionate smile coming unbidden to his face at the sleepy look the mech gave him. 'Jack was as close as their kind came to having siblings, short of spark twins or the very rare event of a bonded pair having more than one child (or being capable of having a child, for that matter), having been created in the same factory within joors of each other. They'd shared a room all the way through their Academy days, at least until Ratchet had fallen hopelessly in love with Ironhide and moved in with him, and had managed to wrangle internships (and eventually jobs) at the same lab studying spark surgery and mechanics together.

This would be the first time in vorns that the two would be separated for more than a few days. Somehow, the idea frightened Ratchet more than anything else.

"'M not comin' after ya if that trigger-happy lover o' yours gets ya slagged," Wheeljack warned, grinning lopsidedly. He loved Ironhide almost as much as Ratchet did, really, but Wheeljack never passed up the chance to tease Ratchet for being the medic who fell in love with the soldier. Really, Wheeljack had been one of the few to _encourage_ Ironhide.

"And I won't come back if you blow yourself to the Pit again," Ratchet retorted evenly. Which, in reality, he no doubt would. Wheeljack was far too prone to accidentally blowing up his experiments, which was why he generally stuck to his lab unless Ratchet was overloaded in the medbay. "Now go get some recharge, both of you," he ordered with a wave, "I'm not gonna be hear to babysit you two anymore."

Skyfits smirked at him, "You? Babysit _us_? Who's the one who has to all but drag your sorry aft out of here so _you_ don't fall over from exhaustion?" Even so, she set her datapad aside, downed the last of her energon, and stretched her impressively large wings in a yawn before jumping down from her bench and sauntering towards the door, tail swishing behind her. She aimed a well placed kick at Ratchet's shin for good measure, but there was little force behind it, and she smiled up at her long-time mentor before disappearing entirely.

"There goes a femme with a spark bigger than her whole frame," Wheeljack muttered, shaking his head.

"You'll look after her for me, won't you?" Ratchet asked softly.

"'Course I will," Wheeljack chuckled. "I'll make sure nobody steps on her."

"I heard that!" Skyfits shouted from the hallway.

Wheeljack and Ratchet laughed. It was their own personal little in-joke. Skyfits was very little, even for a femme, and didn't look as thought she would be getting much bigger any time soon. At the start of the war, she could have sat comfortably in the palm of Wheeljack's hand. Now, the tips of her wings when erect stood just below Ratchet's spark casing. She was roughly eye level with his hip. It was a never-ending source of teasing, barbing, and general amusement pointed at the little femme.

Wheeljack stood up and pulled Ratchet into a one-armed hug, "You'll be careful, wontcha' Ratch? I don't wanna deal with Ironhide if somethin' should happen to ya."

"I'll be careful," Ratchet said, smiling. He returned the hug, resting his helm against Wheeljack's. "You too, 'Jack. Don't get yourself blown up so bad that Sky can't fix you."

"Never," Wheeljack chuckled.

_**No disaster can touch us anymore**_

"Ironhide?"

Ironhide lurched, spinning around to look at the femme standing behind him. He'd hoped to be able to get away before someone had told her, but of course he couldn't possibly be that lucky. No doubt he was about to get a verbal bitch slap worthy of Ratchet himself for trying to sneak off without telling Chromia what was happening.

Why the slag hadn't he asked Elita One not to tell her?

"Elita didn't tell me," she said, giving Ironhide a knowing look, "Skyfits did."

Scratch that, why didn't he kill that evil little assistant of Ratchet's when he had the chance?

"And I suppose I'm going to get shot now?" Ironhide asked grumpily, crossing his arms. If 62 vorns of friendship with a femme that was something close to a younger sister wouldn't save him from her popping a cap in his aft when she was mad, nothing would.

She glared at him and crossed her arms in a fairly good imitation of the larger mech, "You were planning on leaving without telling me! Again!"

Ironhide glared back, "Slag right I was." No way was he about to tell her that he was being an absolute and total wimp and just didn't want to say goodbye to her. He hated goodbyes, hated telling someone he was leaving and it might possibly the last time they saw each other alive, especially when it came to Chromia. If he didn't say goodbye, for some reason it just didn't feel as... permanent.

For just a moment, Chromia looked as though she might actually break protocol and take a shot at Ironhide like she used to when they were in the Academy together. Then, her shoulders slumped and she dropped her helm against Ironhide's chest plate. "Just... don't get yourself killed, alright?" she asked, "I don't know that I'll survive losing someone else I love."

He couldn't make promises like that, couldn't swear he would come back in one piece. Ironhide couldn't lie to Chromia, couldn't lie to the femme who'd chewed his aft and yelled and shouted and screamed at him through five vorns at the Academy just to make sure he graduated. Just like, he knew, he couldn't just leave without saying anything to her. Not again. Not when there was a chance he'd never get the chance to see her again, get yelled at again, have her threaten to unload her plasma guns in his aft if he didn't pay attention.

"You can't get rid of me that easy," he muttered, wrapping his arms around the little femme he'd come to think of as a sister and a best friend. "Tell you what," he muttered, "next mission, you're coming with me. That way, you don't have to chase me down and yell at me for leaving and not telling you. Deal?"

Chromia just stared up at him, optics wide, before throwing her arms around his neck.

_**And more than ever I hope to never fall**_

Optimus Prime gazed down at the recharging form of his bondmate. He hated the notion of leaving Elita One behind, but someone had to stay with the remaining troops on Cybertron and there was no one he trusted more than Elita. Quietly, so as not to disturb her, he slipped from their berth and went out into the hallway.

It was surprisingly empty, given the early morning hour. Usually bots were rushing left and right with half-full energon cubes in hand as they prepared for morning shift, but not this morning. A black mood had fallen over the Autobot headquarters as though those killed in the most recent battle had been replaced by a dark shadow, filling the voids in their lives with fear and uncertainty.

The names repeated over and over in Prime's mind, those that had died under his command. Worst of all, though, was the one that had not died. The one he had failed to kill.

In his mind's optic he could still see Megatron as they had been so long ago, friend, partner, brother. They had been true brothers, two sparks born from the same creators, same parents, and had spent most of their lives together. Never once had Optimus suspected that something twisted and evil lay in his beloved brother's spark until that day.

Now, because of him, because Optimus had not been able to kill Megatron all those vorns ago, the unthinkable had happened. So many dead, so many lives destroyed. He could count on one hand the number of soldiers under his care that had not lost someone they care about to Megatron.

Sideswipe had lost his brother, Sunstreaker.

Chromia had lost her lover, Moonracer.

Flareup, her sister Firestar.

Blaster and Skyfire, once two of the happiest mechs Prime had known, had been torn apart when Soundwave and Starscream had chosen to follow Megatron.

Now, worst of all, was Bluestreak. He had cost Prowl and Jazz their sparkling.

Arms, small but powerful, delicate yet steady, wrapped around Optimus' torso and a helm came to rest against his back. "You can't blame yourself, Optimus," Elita One whispered. "We couldn't have known what Megatron would become."

"I should have-"

"Should have nothing!" Elita One snapped, suddenly spinning him around so she could look at his face. "You loved him, Optimus, you still love him! If you could have honestly brought yourself to kill him all those vorns ago you'd be no better than he is!"

"But is it worth it?" he asked, "Was Bluestreak's life worth it?"

Before she could reply, Optimus turned and walked away, leaving Elita One to wrap her arms around herself and sink to her knees in the empty hallway. "It was to me," she whispered to the air.

**_Where enough is not the same as it was before_**

Once away from the prying optics of the Autobots, Prowl rapidly descended into a frenzy of anger and worry. Never, in all the time Jazz had known Prowl, had Jazz heard him shout, never even heard him raise his voice. Now, however, their small quarters were filled with the sound of Prowl yelling at the top of his vocalizer.

"What are you _thinking_?" he raged as he paced back and forth in front of their berth. "Do you expect me to just sit here and let you go chasing Megatron halfway across the universe?"

Jazz did not look at him. "Yes," he replied simply. It was like the world's most perverse roleplaying game. Jazz was sitting there, perfectly calm, completely impervious to his lover's enraged shouting while Prowl, in a disturbing likeness of Jazz himself upon finding out that Bluestreak intended to get involved in the war, raved until the walls rattled. Prowl knew he had no choice in the matter, that Optimus' decision was final and Jazz would go whether he liked it or not, but damn if he was about to let him go without a fight.

"Is that all you can say?" Prowl asked, stopping to stare at the other mech. Jazz shrugged, shaking his head. "Jazz!"

"What do you want me to say, Prowl?" Jazz asked. "I'm going and that's the end of it." He stood up and put his hands on Prowl's shoulders, "I have to do this, Prowler. If I stay here I think I'm gonna go crazy." He gestured around the room, "This place, the memories... It's all too much. I can't walk down a hallway without hearing his voice. I keep going around a corner and thinking he's gonna come running at me babbling about something silly that happened in the rec room." He traced the edges of Prowl's helm with his fingers, "I don't wanna abandon you, Prowl, but I just can't stay here."

Prowl made a noise of resignation and dropped his helm against Jazz's, "Just... be careful, Jazz. Please." He gently pressed a kiss to Jazz's forehead, "I won't survive losing you, too."

Pain flashed across Jazz's faceplates, but just as quickly it vanished and he pulled away. Prowl could only watch in silence as his beloved walked away. "I love you, Prowler," Jazz called over his shoulder, shooting one of his dazzling smiles at Prowl as he did so.

"Love you, too, Jazz," Prowl muttered. He sank onto his berth and put his face in his hands, unable to shake the terrifying feeling that he was never going to see his bondmate again.

_**'Cause without you my life ain't nothin' but this carnival of rust**_

**Please R&R. Input is always appreciated.  
**


End file.
